**Exhibit10.mm**

 

**CINERGY CORP. EXECUTIVE LIFE INSURANCE PLAN**

 

**ARTICLE I**

**NATURE AND PURPOSE OF PLAN**

 

1.1                                 Typeof Plan.  The name of this Plan isthe Cinergy Corp. Executive Life Insurance Plan, effective January 1,2004.  The Plan is maintained by theCompany as an insured welfare plan for a select group of the Employer’smanagement or highly-compensated employees.

 

1.2                                 Purposeof Plan.  The purpose of the Plan isto provide executives with a portable and flexible insurance benefit.

 

**ARTICLE II**

**DEFINITIONS AND RULES OF CONSTRUCTION**

 

2.1                                 Definitions.  As used in the Plan, the following words andphrases, when capitalized, have the following meanings except when used in acontext that plainly requires a different meaning:

 

(a)                                  “BaseSalary” means the annual base rate of cash compensation payable by the Employerto a Participant.

 

(b)                                 “Boardof Directors” means the duly constituted board of directors of the Company onthe applicable date.

 

(c)                                  “Code”means the Internal Revenue Code of 1986, as amended from time to time, andinterpretive rules and regulations thereunder.

 

(d)                                 “Committee”means the Benefits Committee of the Company.

 

(e)                                  “Company”means Cinergy Corp., a Delaware corporation, and any corporation that shallsucceed to its business and adopt the Plan.

 

(f)                                    “EligibleEmployee” means a management or highly compensated Employee who is selected bythe Committee to participate in this Plan.

 

(g)                                 “Employee”means any person employed by the Employer as a common law employee, includingofficers of the Company or a Related Employer.

 

(h)           “Employer” means the Company and anyRelated Employer.

 

(i)                                     “ERISA”means the Employee Retirement Income Security Act of 1974, as amended from timeto time, and interpretative rules and regulations thereunder.

 

(j)                                     “InsurancePolicy” means one or more life insurance contracts issued by the Insurer on thelife of a Participant.

 

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(k)                                  “Insurer”means the insurance company or companies selected by the Company to which aParticipant shall apply for insurance on the Participant’s life.

 

(l)                                     “Participant”means an Eligible Employee, or an Employee who is a former Eligible Employee,who has purchased an Insurance Policy pursuant to Section 4.1.

 

(m)                               “Plan”means this instrument, as amended from time to time, and the insured welfarebenefit plan so established.

 

(n)                                 “PlanYear” means each calendar year commencing on or after January 1, 2004.

 

(o)                                 “RelatedEmployer” means any affiliate of the Company that employs an Eligible Employee.

 

(p)                                 “TargetAnnual Bonus” means the annual target cash incentive compensation payablepursuant to the Cinergy Corp. Annual Incentive Plan or any other annualincentive compensation plan of the Company or an affiliate in which an EligibleEmployee participates.

 

(q)                                 “Terminationof Employment” means, with respect to a Participant, the cessation of therelationship of Employer and Employee between the Participant and the Employerfor any reason.  A Participant shall notbe treated as having incurred a Termination of Employment until the employmentrelationship between the Participant and all Related Employers has terminated.

 

2.2                                 Rulesof Construction.  The followingrules of construction shall govern in interpreting the Plan.  The provisions of this Plan shall be construedand governed in all respects under and by the internal laws of the State ofOhio, to the extent not preempted by federal law.  Words used in the masculine gender shall be construed to includethe feminine gender, where appropriate, and vice versa.  Words used in the singular shall be construedto include the plural, where appropriate, and vice versa.  The headings and subheadings in the Plan areinserted for convenience of reference only and are not to be considered in theconstruction of any provision of the Plan. If any provision of the Plan shall be held to be illegal or invalid forany reason, that provision shall be deemed to be null and void, but theinvalidation of that provision shall not otherwise impair or affect the Plan.

 

**ARTICLE III**

**ELIGIBILITY AND PARTICIPATION**

 

3.1                                 Eligibility.  Participation in the Plan is limited toEligible Employees.  It is intended thatparticipation be limited to Employees who will qualify as members of a “selectgroup of management or highly compensated employees” under Title I of ERISA.

 

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3.2                                 InitialParticipation.  An Employee maybegin participation in the Plan by purchasing an Insurance Policy pursuant toSection 4.1 at any time after being selected as an Eligible Employee.

 

3.3                                 StatusChange.  Upon the date an Employeeis determined to no longer be an Eligible Employee, the Employer shall nolonger have an obligation to provide premium payments pursuant to Section 4.1below.

 

3.4                               Terminationof Employment.  Upon a Participant’sTermination of Employment, his participation in the Plan shall cease and theEmployer shall have no further obligation concerning his Insurance Policy.   Such person shall not be required to sellor otherwise relinquish ownership of the Insurance Policy.

 

**ARTICLE IV**

**INSURANCE POLICY**

 

4.1                                 BasicCoverage.

 

(a)                                  Purchase,  Initial Coverage.  In accordance with procedures prescribed bythe Committee, a Participant shall apply to the Insurer for the purchase of anInsurance Policy providing a death benefit equal to the Participant’s BaseSalary plus Target Annual Bonus, which amount shall be determined as of thetime of application.

 

(b)                                 PremiumPayments.  While a Participant is anEligible Employee, any premium payment due and payable under the Participant’sInsurance Policy for the basic coverage described in Section 4.1(a) shall bepaid by his Employer.  On or before thedue date of each Insurance Policy premium, the Employer shall forward to theInsurer the full amount of the premium then due for each Participant.  If the Participant ceases to be an EligibleEmployee, the Employer’s obligation to provide premium payments shall cease.

 

(c)                                  CoverageAdjustment.  If the Participant’sBase Salary or Target Annual Bonus increase at any time after the Participantapplies for an Insurance Policy, the Committee may from time to time, but isnot required to, increase the basic coverage offered under the Participant’sInsurance Policy and pay the corresponding increase in premiums.

 

4.2           Supplemental Coverage.

 

(a)                                  Purchase.  An Eligible Employee may purchasesupplemental coverage from the Insurer in accordance with procedures prescribedby the Committee.

 

(b)                                 PremiumPayments.  The Eligible Employeeshall pay any premium amounts associated with any supplemental coverage.   The Eligible Employee may, pursuant toprocedures prescribed by the Committee, authorize his Employer to

 

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make such payments on his behalf using any resourcesprovided by his Employer (including but not limited to withholding from BaseSalary or using amounts credited to his financial planning allowance).

 

4.3                                 Incidentsof Ownership.  Neither the Companynor any Employer shall have any rights or incidents of ownership with respectto any Insurance Policy.  EachParticipant shall own his Insurance Policy and shall be entitled to exerciseall rights of ownership concerning such Insurance Policy.

 

**ARTICLE V**

**ADMINISTRATION**

 

5.1                                 Administrator.  The Committee shall be the administrator ofthe Plan.

 

5.2                                 Notices.  Any notice or filing required or permittedto be given to the Committee under the Plan shall be sufficient if it is inwriting and hand delivered, or sent by registered or certified mail, to anymember of the Committee or its designate. The notice or filing shall be deemed made as of the date of delivery, orif delivery is made by mail, as of the date shown on the postmark on thereceipt for registration or certification.

 

5.3                                 Powersand Duties of the Committee. Subject to the specific limitations stated in this Plan, the Committeeshall have the following powers, duties, and responsibilities:  to carry out the general administration ofthe Plan; to cause to be prepared all forms necessary or appropriate for theadministration of the Plan; to keep appropriate books and records; to determineamounts to be distributed to Insurers under the provisions of the Plan; todetermine, consistent with the provisions of this instrument, all questions ofeligibility, rights, and status of Participants under the Plan; to issue,amend, and rescind rules relating to the administration of the Plan, includinga claims procedure, to the extent those rules are consistent with theprovisions of this document; to exercise all other powers and duties specificallyconferred upon the Committee elsewhere in this document; and to interpret, withdiscretionary authority, the provisions of this Plan and to resolve, withdiscretionary authority, all disputed questions of Plan interpretation andbenefit eligibility.

 

**ARTICLE VI**

**AMENDMENT AND TERMINATION**

 

6.1                                 Amendment.  The Company reserves the right to amend thePlan at any time by action of the Board of Directors or the Committee, withwritten notice given to each Participant in the Plan.

 

6.2                                 Termination.  The Company reserves the right to terminatethe Plan, by action of the Board of Directors or the Committee, at any time itdeems appropriate.  Upon termination ofthe Plan, no further premiums shall be made by any Employer to the Insurer.

 

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**ARTICLE VII**

**MISCELLANEOUS**

 

7.1                                 Relationship.  Notwithstanding any other provision of thisPlan, this Plan and action taken pursuant to it shall not be deemed orconstrued to establish a trust or fiduciary relationship of any kind between oramong the Company, Participants or any other persons.  The Plan is intended to be unfunded for purposes of the Code andERISA.  The rights of Insurers toreceive payment and of Participants to have payments made on their behalf underthe Plan is strictly a contractual right of payment.  This Plan does not grant, nor shall it be deemed to grantInsurers, Participants or any other person any interest or right to any of thefunds, property, or assets of the Employer other than as an unsecured generalcreditor of the Employer.

 

7.2                                 OtherBenefits and Plans.  Nothing in thisPlan shall be deemed to prevent Participants from receiving, in addition to thebenefits provided for under this Plan, any benefits that may be provided tothem at any time under any other present or future retirement or incentive planof the Employer.

 

7.3                                 Anticipationof Benefits.  Any premium paymentsthat may be made under this Plan shall not be subject to attachment,garnishment, execution, or be transferable by operation of law in the event ofbankruptcy, insolvency, or otherwise.

 

7.4                                 NoGuarantee of Continued Employment. Nothing contained in this Plan or any action taken under the Plan shallbe construed as a contract of employment or as giving any Participant any rightto be retained in employment with the Employer.  The Employer specifically reserves the right to terminate anyParticipant’s employment at any time with or without cause, and with or withoutnotice or assigning a reason, subject to the terms of any written employmentagreement between the Participant and the Employer.

 

7.5                                 Waiverof Breach.  The Company’s or theCommittee’s waiver of any Plan provision shall not operate or be construed as awaiver of any subsequent breach by the Participant.

 

7.6                                 ProtectiveProvisions.  Each Participant shallcooperate with the Company and the Committee by furnishing any and allinformation requested by the Company or the Committee in order to facilitatethe payment of benefits under the Plan, and by taking any other relevant actionas may be requested by the Company or the Committee.  If any Participant refuses so to cooperate, the Company shallhave no further obligation to the Participant under this Plan.

 

7.7                                 Benefit.  This Plan shall be binding upon and inure tothe benefit of the Employer and its successors and assigns.

 

7.8                                 Responsibilityfor Legal Effect.  Neither theCommittee nor the Company makes any recommendations or warranties, express orimplied, or assumes any responsibility concerning the legal context or other implicationsor effects of this Plan or of any Insurance Policy.

 

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7.9                                 TaxWithholding.  The Employer maywithhold from any premiums payable hereunder, or any other available sources,any amounts required to be withheld under applicable tax laws.

 

Cinergy Corp. hascaused this document to be executed by its duly authorized officer, as of the18th day of December, 2003.

 
|   | By:    | /s/ Timothy J. Verhagen            |   |
|--------|--------|------------------------------------|--------|
|   |   |                               |
|   |   | Timothy J. Verhagen                |
|   |   | Vice President of Human  Resources |

 

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